Exhibit 3.13
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 12:30 PM 03/30/1992
752090008 - 2226252
CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
CREATIVE TECHNOLOGIES GROUP, INC.
Pursuant to Sections 228 and 242
of the General Corporation Law
of the State of Delaware
Steven Johnson, President of Creative Technologies Group, Inc. (the
"Corporation"), does hereby certify as follows:
1. The Certificate of Incorporation of the Corporation was filed in the
Office of the Secretary of State of the State of Delaware on the 29th day of
March 1990.
2. The Corporation elects, pursuant to Section 242 of the General
Corporation Law of the State of Delaware, to amend article "FIRST" of the
Certificate of Incorporation to read in its entirety as follows:
"FIRST: The name of the Corporation is Verona Inc."
3. Such amendment has been duly adopted in accordance with the provisions
of Section 242 of the General Corporation Law of the State of Delaware, by the
written consent, in accordance with the provisions of Section 228 of such
statute, of the holder of all outstanding stock entitled to vote thereon.
IN WITNESS WHEREOF, the Corporation has duly caused this Certificate of
Amendment to be executed on its behalf by its President and attested by its
Assistant Secretary, this 27th day of March 1992.
CREATIVE TECHNOLOGIES GROUP, INC.
By: /s/ Steven Johnson
----------------------------------------
Steven Johnson
President
Attest:
/s/ Eleanor Carlson
-----------------------------
Eleanor Carlson
Assistant Secretary
certamnd
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CERTIFICATE OF CORRECTION
OF THE
CERTIFICATE OF INCORPORATION
OF
CREATIVE GROUP TECHNOLOGIES, INC.
Pursuant to Section 103 of the Delaware General Corporation Law the
undersigned sole incorporator hereby certifies as follows:
1. The name of the corporation is Creative Group Technologies,
Inc. (the "Corporation").
2. The name of the corporation was incorrectly listed on the
Certificate of Incorporation.
3. Article 1. of the Certificate of Incorporation of the
Corporation is hereby corrected as follows:
1. The name of the corporation is Creative Technologies Group,
Inc.
4. The foregoing correction has been duly adopted in accordance
with Section 103 of the Delaware General Corporation Law.
I, THE UNDERSIGNED, being the sole incorporator, for the purpose of
correcting the Certificate of Incorporation of the Corporation do make
this certificate, hereby declaring and certifying that this is my act and
deed and the facts herein stated are true, and accordingly have hereunto
set my hand this 4th day of April, 1990.
/s/ Elisa D. Garcia C.
------------------------------
Elisa D. Garcia C.
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STATE OF NEW JERSEY )
) SS:
COUNTY OF PASSAIC )
Be it remembered, that on this 4th day of April, 1990, personally
appeared before the undersigned, a notary public, for the state of New
Jersey, Elisa D. Garcia C., to me well known, and known to me to be the
individual described in and who signed and executed the foregoing
certificate of correction and she acknowledged and declared that she did
make, subscribe and acknowledge the foregoing certificate of correction,
as her voluntary act and deed, and that the facts therein set forth are
true and correct.
Given under my hand and official seal, this the day and year
aforesaid.
/s/ illegible
---------------------------
Notary Public
My commission expires
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CERTIFICATE OF INCORPORATION
OF
CREATIVE GROUP TECHNOLOGIES, INC.
1. The name of the corporation is CREATIVE GROUP TECHNOLOGIES, INC.
2. The address of its registered office in the State of Delaware is 32
Loockerman Square, Suite L-100, Dover, Delaware, 19901 County of Kent. The name
of its registered agent at such address is The Prentice Hall Corporation System,
Inc.
3. The nature of the business or purposes to be conducted or promoted is
to engage in any lawful act or activity for which corporations may be organized
under the General Corporation Law of Delaware.
4. The total number of shares of stock which the corporation shall have
authority to issue is One Thousand (1,000) and the par value of each of such
shares shall be $.00l. All such shares are of one class and are shares of Common
Stock.
5. The name and nailing address of the incorporator is as follows:
Name MAILING ADDRESS
---- ---------------
Elisa D. Garcia C. 78 Glen Blvd.
Glen Rock, New Jersey 07452
6. The corporation is to have perpetual existence.
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7. In furtherance and not in limitation of the powers conferred by
statute, the board of directors is expressly authorized to make, alter or repeal
the by-laws of the corporation.
8. Meetings of stockholders may be held within or without the State of
Delaware, as the by-laws may provide. The books of the corporation may be kept
(subject to any provision contained in the statutes) outside the State of
Delaware at such place or places as may be designated from time to time by the
board of directors or in the by-laws of the corporation. Election of directors
need not be by written ballot unless the by-laws of the corporation shall so
provide.
9. Whenever a compromise or arrangement is proposed between this
corporation and its creditors or any class of them and/or between this
corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for this corporation under
the provisions of Section 291 of Title 8 of the Delaware Code order a meeting of
the creditors or class of creditors, and/or of the stockholders or class of
stockholders of this corporation, as the case may be, to be summoned in such
manner as the said court directs. If a majority in number representing
three-fourths in value of the creditors or class of creditors, and/or of the
stockholders or class of stockholders of this corporation, as the case may be,
agree to any compromise or arrangement and to any reorganization of this
corporation as consequence of such compromise or arrangement, the said
compromise or arrangement and the said reorganization shall, if sanctioned by
the court to which the
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said application has been made, be binding on all the creditors or class of
creditors, and/or all the stockholders or class of stockholders, of this
corporation, as the case may be, and also on this corporation.
10. To the fullest extent permitted by the Delaware General Corporation
Law in its present form and as it may hereafter be amended, no director of this
corporation shall be liable to this corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director.
11. The corporation reserves the right to amend, alter, change or repeal
any provision contained in this certificate of incorporation, in the manner now
or hereafter prescribed by statute.
I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the
purpose of forming a corporation pursuant to the General Corporation Law of the
State of Delaware, do make this certificate, hereby declaring and certifying
that this is my act and deed and the facts herein stated are true, and
accordingly have hereunto set my hand this 9th day of March, 1990.
/s/ Elisa D. Garcia C.
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Elisa D. Garcia C.
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